Analysis of the 2016 Amendments to the Delaware General Corporation Law
The 2016 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted. Amendments to Delaware’s appraisal statute addressed concerns about “appraisal arbitrage” in merger transactions. The “medium form” merger provisions of Sections 251(h) were improved, and continue to allow for a publicly held target corporation to be acquired by a tender or exchange offer and follow-on merger without a stockholder meeting. The Delaware Court of Chancery’s jurisdiction has been expanded to allow the Court to resolve disputes concerning additional types of transactions. Default quorum and voting requirements were added for director committees and subcommittees. Finally, the procedures for reviving dormant and dissolved corporations have been clarified and improved.
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James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2016 Amendments to the Delaware General Corporation Law,” Wolters Kluwer Law & Business, September 2016.